PITTSBURGH, January 18, 2011 - The American Cable Association commended the
Federal Communications Commission for imposing meaningful conditions on the transfer of licenses associated with the Comcast-NBC
Universal transaction, benefiting consumers served by smaller communications
providers that negotiate with the media giant for access to its most important
content on the market.

"We applaud the
FCC Chairman and Commissioners for producing an order faithful to the exacting
review that FCC staff performed in response to transaction-specific harms demonstrated
by ACA in numerous filings and economic studies during the past year," ACA
President and CEO Matthew M. Polka said. "Under Chairman Genachowski, the
FCC has set a high standard by which future transactions involving media giants
with formidable market power will be
judged."

ACA praised FCC
Commissioner Mignon Clyburn for insisting that the FCC not approve the Comcast-NBCU
license transfers in the face of clear and convincing evidence that the deal's
potential harms would substantially outweigh the promised benefits. Commissioner Clyburn's persistence resulted
in changes made to a previously circulated order that will provide all small pay-TV
operators with remedies designed specifically to protect them from the harms of
this transaction.

"The simple
truth is that the Comcast-NBCU transaction, as submitted to the FCC, would have
reduced competition and raised consumer prices dramatically. ACA salutes Commissioner Clyburn for proposing
more robust remedies to address these concerns, which will help ensure that
Comcast-NBCU can't run roughshod over ACA members in negotiating for access to
key programming services for distribution over traditional and online media
networks," Polka said. "And none of this would have been possible without
an FCC Chairman who also cared about these issues."

In its filings, ACA demonstrated
that the combination of Comcast and NBCU would allow the combined entity to
charge higher fees for its "must have" programming to all pay-TV providers,
even those who do not compete directly against Comcast. The FCC agreed and provided all pay-TV
providers, including small cable operators nationwide, with the right to
utilize program access conditions contained in the license transfer order.

ACA also demonstrated
that post-combination Comcast-NBCU would not only charge higher prices for
broadcast stations and regional sports networks under its control, but also
national cable networks. Very
significantly, the FCC agreed for the
first time that it will provide pay-TV providers with remedies to curb
Comcast-NBCU's ability to charge above-market prices for national cable programming
as well.

Also of major
importance, the FCC recognized that it had to improve on past media license
transfer conditions that proved in practice unusable for smaller cable
companies, such as baseball-style commercial arbitration, which was shown by
ACA not to be cost effective for small cable companies.

"Small cable
operators know from experience with past FCC-conditioned transactions that
arbitration proceedings can easily cost $1 million and span many months, if not
years," Polka said. "ACA is pleased that the FCC has taken steps to
ensure that arbitration represents more real and less conjectural relief for
the independent cable operator community than in the past. The special conditions for smaller pay-TV
providers contained in the order are an enormous improvement over those that
were contained in either the News Corp.-DirecTV or Adelphia-Time Warner Cable-Comcast
orders."

Pay-TV providers with up to 1.5 million video subscribers can jointly
designate a bargaining agent that has the right to take Comcast-NBCU to
baseball-style commercial arbitration to resolve impasses in negotiations involving
not only Comcast-NBCU's local and regional programming, but also its national
cable programming; and

Pay-TV providers with 600,000 or fewer video subscribers can utilize
baseball-style commercial arbitration with a new asymmetrical cost
recovery process in which these smaller operators have the right to
recover their arbitration costs from Comcast-NBCU if they win their
arbitration. If they do not prevail,
they would be responsible for only their own legal fees and costs.

ACA especially
applauds Commissioner Clyburn for her tenacity in seeking to increase to 1.5
million video subscribers the eligible size limit for pay-TV providers that
wish to rely on a bargaining agent. This meaningful change ensures that all
smaller pay-TV providers that routinely participate in deals negotiated by
bargaining agents today may utilize the bargaining agent provision.
Commissioner Clyburn was also successful in increasing the subscribership cap
on pay-TV providers who may utilize baseball style commercial arbitration with asymmetrical
cost recovery.

"With support from
Chairman Genachowski, Commissioner Clyburn fine-tuned the conditions to offer
even more protection to the 1,000 small businesses across the country that
offer pay-TV service to families in their communities," Polka said. "These changes are incredibly significant and
will serve as precedent for years and mergers to come. They will ensure
consumers, particularly those residing in smaller markets and rural areas served by smaller pay-TV providers, have
greater assurances against being charged higher rates as a result of this
deal."

ACA recognized the
efforts of many who called on the FCC to adopt
Comcast-NBC Universal merger conditions with a pro-competitive framework,
guaranteeing fair and non-discriminatory treatment of small cable operators
serving more than 7 million subscribers combined.

ACA appreciates the sustained
support from numerous Members of Congress and their staff for ensuring that
competition and consumers are not harmed by this transaction. In addition to
holding and/or participating in hearings, letters were sent to the FCC by House
Energy and Commerce Committee Ranking Member Rep. Henry Waxman (D-Calif.), Senate
Commerce Committee Chairman Jay Rockefeller (D-W.Va.), Senate Antitrust
Subcommittee Chairman Herbert Kohl (D-Wisc.), as well as Senate Communications
Subcommittee Chair Sen. John Kerry (D-Mass.), Senator Al Franken (D-Minn.), and
Rep. Edward Markey (D-Mass.).

ACA also commends
John Flynn, who headed the FCC's review of the Comcast-NBCU transaction, and
all the Transaction Team staff for their professionalism throughout this
process and taking the time to understand the concerns of smaller MVPDs. It was good government at work.

Finally, ACA notes
that the FCC properly concluded that the remedies will remain in effect for
seven years to ensure that Comcast-NBCU cannot impose excessive programming
price increases. During this period, it
is essential that the FCC exercise continued diligence to ensure that all
remedies will be fully implemented.

"We plan to continue
to be involved over the coming years as the conditions are implemented to
ensure that the new Comcast-NBCU adheres both to their letter and spirit. Too much is at stake for consumers and
competition," Polka stated.

About the American
Cable Association

Based in Pittsburgh, the American Cable Association is a
trade organization representing nearly 900 smaller and medium-sized, independent
cable companies who provide broadband services for more than 7.6 million cable
subscribers primarily located in rural and smaller suburban markets across
America. Through active participation in the regulatory and legislative
process in Washington, D.C., ACA's members work together to advance the
interests of their customers and ensure the future competitiveness and
viability of their business. For more information, visit http://www.americancable.org/

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